Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 9, 2008, the Special Committee of the Board of Directors of StoneMor GP LLC (StoneMor GP), a Delaware limited liability company and general partner of StoneMor Partners L.P., a Delaware
limited partnership (StoneMor), approved the Second Amended and Restated Agreement of Limited Partnership of StoneMor dated as of September 9, 2008 (Restated Partnership Agreement), which amends and restates the First
Amended and Restated Agreement of Limited Partnership of StoneMor dated as of September 20, 2004 (the Initial Partnership Agreement), as amended by that certain Amendment No. 1 dated as of February 27, 2007 and by that
certain Amendment No. 2 dated as of November 13, 2007.

The following is a summary of certain amendments made to the Initial
Partnership Agreement. In addition to the amendments described below, the Restated Partnership Agreement includes certain non-material amendments and conforming changes. This summary is not intended to be complete and is qualified in its entirety by
reference to the Restated Partnership Agreement, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference. All capitalized terms used in this summary, but not otherwise defined herein, shall have the
respective meanings ascribed to them in the Restated Partnership Agreement.

Pursuant to the Restated Partnership Agreement, the definition of Interim Capital Transaction in Section 1.1 of the Initial Partnership
Agreement was revised to provide a quarterly adjustment, to the $1.0 million basket of proceeds from sales or other dispositions of excess cemetery property that will be treated as Operating Surplus. The definition of Interim Capital
Transactions in the Initial Partnership Agreement provided that up to $1.0 million of proceeds in any four-Quarter period from sales or other dispositions of excess cemetery property would generate Operating Surplus, rather than Capital
Surplus. The Initial Partnership Agreement provided that the $1.0 million basket could be increased by StoneMor GP, with the concurrence of the Conflicts Committee, if the size of the Partnerships operations increased as a result of
acquisitions or other expansions. The Restated Partnership Agreement provides that the $1.0 million basket will be automatically adjusted quarterly, beginning with the quarter ending September 30, 2008, based upon the number of properties owned or
managed by StoneMor as of the last day of each quarter.

The Restated Partnership Agreement additionally amends the Initial Partnership Agreement to conform certain provisions contained therein to the description of such agreement in StoneMors registration statement
(SEC File No. 333-114354) related to its initial public offering of common units in September 2004 and, accordingly, to effect the intent expressed in such registration statement. The revisions reflected in the Restated Partnership Agreement are
contained in modifications to Section 6.4 (Distributions of Available Cash from Operating Surplus) and Section 6.5 (Distributions of Available Cash from Capital Surplus). In addition, the Restated Partnership Agreement amends the Initial Partnership
Agreement to conform the provisions relating to dissolution to the currently operative provisions of the Delaware Revised Uniform Limited Partnership Act and to provide an express right of Indemnitees to rely on the indemnification provisions of the
Restated Partnership Agreement as third-party beneficiaries.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is filed herewith:

Exhibit No.

Description

3.1

Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., dated as of September 9, 2008